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New Brazilian Joint Venture to Combine Local and Global Commercial Expertise

WHITEHOUSE STATION, N.J.--(BUSINESS WIRE)-- Merck (NYSE:MRK), known as MSD outside the United States and Canada, today announced the formation of a new joint venture (JV) with Supera Farma Laboratorios S.A., a Brazilian pharmaceutical company co-owned by Cristália and Eurofarma. The new JV will market, distribute and sell a portfolio of innovative pharmaceutical and branded generic products from Merck, Cristália and Eurofarma solely in the Brazilian retail sector.

"Merck is pleased to partner with two of Brazil’s leading pharmaceutical companies -- organizations that share our commitment to enhancing health care for the people of Brazil,” said Kenneth C. Frazier, chairman and chief executive officer, Merck. "This venture is an important step forward in our strategy to grow our business in key markets and improve global access to our medicines and vaccines."

By establishing the JV with Supera, Merck will gain additional local expertise, an expanded portfolio of products and a strong distribution network to facilitate wider access to medicines for the people of Brazil. The initial portfolio of the JV will include approximately 30 products across a range of therapeutic areas. The JV will have its own dedicated sales force separate from Merck, Cristália and Europharma, but will leverage the parent companies' infrastructures for activities such as sales force training. The parent companies will continue to maintain separate businesses in Brazil.

Maurizio Billi, president of Eurofarma added, “We are sharing learnings and combining the very best of each company, making this joint venture more competitive in the Brazilian market. Partnering with Merck is a strategic move to advance access to innovative pharmaceutical products."

Merck, through a subsidiary, will own 51 percent of the JV, and Cristália and Eurofarma will collectively own 49. The venture will be managed by a joint board and leadership team consisting of members of senior management from the three companies. Establishment of the JV is subject to satisfying certain agreed upon closing conditions but is scheduled to be completed later in 2012.

About CristáliaLabs

Cristália Labs (Cristália Produtos Quimicos Farmaceuticos Ltda.), a privately held Brazilian company founded in 1972, produces high quality medicines to address medical needs. Primarily focused on specialty areas such as psychiatry, anesthesia and pain relief, the company has become a healthcare leader across Latin America. Today, in addition to covering all territories within Brazil, Cristália exports reach approximately 40 countries across Latin America, the Middle East, Asia and Africa.

The company is a strong supporter of the Brazilian scientific community and a large number of universities within the country. The company also develops social responsibility and sustainability programs in the areas of education, the donation of medicines, and the offer of aid and assistance to poor communities. For more information, please visit http://www.2cristalia.com.br.

About Eurofarma Laboratorios Ltda.

Established in 1972, Eurofarma ranks among the leading pharmaceutical companies in Brazil. The company operates in virtually all pharmaceutical segments through its Business Units – Prescription Drugs, Generics, Hospital & Procurement, Oncology, Third-Party Services and Pearson (Veterinary). The company counts on the largest medical sales force in the country and performs about 380,000 sales calls per month. In 2010, for the seventh year in a row, the company ranked among the list of best companies to work for published by Exame/ Você S/A magazine. By 2015, it plans to have a strong international presence by covering 90% of the Latin-American market. The company’s most recently developed manufacturing facility in Itapevi, Brazil aims to greatly increase the company’s production capacity, making it an important production source for both the Brazilian and international markets. For more information, please visit www.eurofarma.com.br.

About Merck

Today's Merck is a global healthcare leader working to help the world be well. Merck is known as MSD outside the United States and Canada. Through our prescription medicines, vaccines, biologic therapies, and consumer care and animal health products, we work with customers and operate in more than 140 countries to deliver innovative health solutions. We also demonstrate our commitment to increasing access to healthcare through far-reaching policies, programs and partnerships. For more information, visit www.merck.com and connect with us on Twitter, Facebook and YouTube.

Forward-Looking Statement

This news release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements about the benefits of the merger between Merck and Schering-Plough, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Merck’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the possibility that the expected synergies from the merger of Merck and Schering-Plough will not be realized, or will not be realized within the expected time period; the impact of pharmaceutical industry regulation and healthcare legislation; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; Merck’s ability to accurately predict future market conditions; dependence on the effectiveness of Merck’s patents and other protections for innovative products; the risk of new and changing regulation and health policies in the United States and internationally and the exposure to litigation and/or regulatory actions.

Merck undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Merck’s 2010 Annual Report on Form 10-K and the company’s other filings with the Securities and Exchange Commission (SEC) available at the SEC’s Internet site (www.sec.gov).